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883167v1
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
October 20, 1998
As Revised, October 11, 1999
▇▇▇▇▇▇ Capital Management Limited
71 Queen Victoria Street
London, ECV 4DR
Dear Sirs:
As you are aware, Dreyfus Premier International Funds, Inc. (the
"Fund"), currently consisting of five series, desires to employ the capital
of its series named on Schedule 1 hereto, as such Schedule may be revised
from time to time (each, a "Series"), by investing and reinvesting the same
in investments of the type and in accordance with the limitations specified
in the Fund's charter documents and in its Prospectus and Statement of
Additional Information as from time to time in effect, copies of which have
been or will be submitted to you, and in such manner and to such extent as
from time to time may be approved by the Fund's Board. The Fund intends to
employ The Dreyfus Corporation (the "Adviser") to act as its investment
adviser pursuant to a written agreement (the "Management Agreement"), a copy
of which has been furnished to you. The Adviser desires to employ you to act
as each Series' sub-investment adviser.
In connection with your serving as sub-investment adviser to the
Series, it is understood that from time to time you will employ or associate
with yourself such person or persons as you may believe to be particularly
fitted to assist you in the performance of this Agreement. Such person or
persons may be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid by you and no
obligation may be incurred on the Fund's behalf in any such respect.
Subject to the supervision and approval of the Adviser, you will
provide investment management of each Series' portfolio in accordance with
the Series' investment objectives and policies as stated in the Fund's Pros
pectus and Statement of Additional Information as from time to time in
effect. In connection therewith, you will supervise each Series' investments
and conduct a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of such Series' assets. You will furnish
to the Adviser or the Fund such statistical information, with respect to the
investments which a Series may hold or contemplate purchasing, as the Adviser
or the Fund may reasonably request. The Fund and the Adviser wish to be
informed of important developments materially affecting any Series' portfolio
and shall expect you, on your own initiative, to furnish to the Fund or the
Adviser from time to time such information as you may believe appropriate for
this purpose.
You shall exercise your best judgment in rendering the services to
be provided hereunder, and the Adviser agrees as an inducement to your
undertaking the same that you shall not be liable hereunder for any error of
judgment or mistake of law or for any loss suffered by one or more Series or
the Adviser, provided that nothing herein shall be deemed to protect or
purport to protect you against any liability to the Adviser, the Fund or a
Series' security holders to which you would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of your
duties hereunder, or by reason of your reckless disregard of your obligations
and duties hereunder.
In consideration of services rendered pursuant to this Agreement,
the Adviser will pay you, on the first business day of each month, out of the
management fee it receives and only to the extent thereof, a fee at the rate
set forth opposite each Series' name on Schedule 1 hereto. Net asset value
shall be computed on such days and at such time or times as described in the
Fund's then-current Prospectus and Statement of Additional Information. The
fee for the period from the date following the commencement of sales of a
Series' shares (after any sales are made to the Fund's sponsor) to the end of
the month during which such sales shall have been commenced shall be pro-
rated according to the proportion which such period bears to the full monthly
period, and upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable within 10 business days of date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of
each Series' net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of the a Series'
net assets.
You will bear all expenses in connection with the performance of
your services under this Agreement. All other expenses to be incurred in the
operation of the Series (other than those borne by the Adviser) will be borne
by the Fund, except to the extent specifically assumed by you. The expenses
to be borne by the Fund include, without limitation, the following:
organizational costs, taxes, interest, loan commitment fees, interest and
distributions paid on securities sold short, brokerage fees and commissions,
if any, fees of Board members who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of you or the
Adviser or any affiliate of you or the Adviser, Securities and Exchange Com
mission fees and state Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal expenses,
costs of independent pricing services, costs of maintaining the Fund's
existence, costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of preparing and
printing prospectuses and statements of additional information for regulatory
purposes and for distribution to existing stockholders, costs of
stockholders' reports and meetings, and any extraordinary expenses.
The Adviser understands that you now act, and that from time to
time hereafter you may act, as investment adviser to one or more investment
companies and fiduciary or other managed accounts, and the Adviser has no
objection to your so acting, provided that when purchase or sale of
securities of the same issuer is suitable for the investment objectives of
two or more companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a manner
believed by you to be equitable to each company or account. It is recognized
that in some cases this procedure may adversely affect the price paid or
received by one or more Series or the size of the position obtainable for or
disposed of by one or more Series.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their full
time to such services and nothing contained herein shall be deemed to limit
or restrict your right or the right of any of your affiliates to engage in
and devote time and attention to other businesses or to render services of
whatever kind or nature.
You shall not be liable for any error of judgment or mistake of
law or for any loss suffered by a Series or the Adviser in connection with
the matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence on your part in the
performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
your officer, director, partner, employee or agent, who may be or become an
officer, Board member, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting on any business of the Fund, to be
rendering such services to or acting solely for the Fund and not as your
officer, director, partner, employee, or agent or one under your control or
direction even though paid by you.
As to each Series, this Agreement shall continue until the date
set forth opposite such Series' name on Schedule 1 hereto (the "Reapproval
Date"), and thereafter shall continue automatically for successive annual
periods ending on the day of each year set forth opposite the Series' name on
Schedule 1 hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board or (ii) vote
of a majority (as defined in the Investment Company Act of 1940, as amended)
of such Series' outstanding voting securities, provided that in either event
its continuance also is approved by a majority of the Fund's Board members
who are not "interested persons" (as defined in said Act) of any party to
this Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. As to each Series, this Agreement is terminable
without penalty (i) by the Adviser upon 60 days' notice to you, (ii) by the
Fund's Board or by vote of the holders of a majority of such Series' shares
upon 60 days' notice to you, or (iii) by you upon not less than 90 days'
notice to the Fund and the Adviser. This Agreement also will terminate
automatically, as to the relevant Series, in the event of its assignment (as
defined in said Act). In addition, notwithstanding anything herein to the
contrary, if the Management Agreement terminates for any reason, this
Agreement shall terminate effective upon the date the Management Agreement
terminates.
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
THE DREYFUS CORPORATION
By:_________________________
Accepted:
▇▇▇▇▇▇ CAPITAL MANAGEMENT LIMITED
By:__________________________
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Name of Series Daily Net Assets Reapproval Date Reapproval Day
Dreyfus Premier * September 11, 2000 September 11th
European Equity Fund
Dreyfus Premier * September 11, 2001 September 11th
Japan Fund
______________________________
* A fee calculated daily and paid monthly based on the
Series' average daily net assets, for the preceding
month as follows:
Annual Fee as a Percentage
Average Daily Net Assets of Average Daily Net Assets
0 to $100 million .35 of 1%
$100 million to $1 billion .30 of 1%
$1 billion to $1.5 billion .26 of 1%
$1.5 billion or more .20 of 1%
